(CNA LOGO)
    
    Exhibit 10.17.1
 333 South Wabash, 40-South, Chicago, IL 60604
    
    Stephen W. LilienthalChairman & Chief Executive OfficerAugust 8, 2008
    
    Telephone (312) 822-2163Facsimile (312) 822-1330Internet stephen.lilienthal@cna.com
 
   1.
    
    If the Company terminates you for Convenience or Performance, it will pay you the unpaid
portion of the special deferral bonus within 30 days following the termination and you will
not be required to repay any special deferral bonus amounts paid to you during the twelve
months immediately preceding your termination date. You agree to execute a General Release
and Settlement Agreement as provided by the Company in order to receive this unpaid portion.2.
    
    If the Company terminates you for Cause the Company will not pay you any portion of the
special deferral bonuses remaining unpaid at the time of termination, and you agree to repay,
within 30 days of your termination, any special deferral bonus amounts paid to you during the
twelve months immediately preceding your termination date. If repayment of the special
deferral bonus or any portion thereof occurs within the same calendar year in which you were
paid the special deferral bonus, you agree to repay the net payment amount (i.e. gross payment
less taxes). If repayment of the special deferral bonus or any portion thereof occurs after
the end of the calendar year in which you were paid the special deferral bonus, you agree to
repay the gross payment amount.3.
    
    If you decide to voluntarily terminate your employment with the Company, the Company will not
pay you any portion of the special deferral bonuses remaining unpaid at the time of
termination.
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/s/ Thomas Pontarelli
    
    8/18/08Thomas Pontarelli
    
    DateContinental Casualty Company/s/ Stephen W. Lilienthal
    
    8/18/08Stephen W. Lilienthal
    
    Date
 Response period:
 Attachments:
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Attachment A
 DEFINITIONS/COVENANTS
 Cause
 i)
    
    breach this agreement or any other written agreement between you and the Company;
 ii)
    
    take any action or fail to act in any manner that constitutes misconduct, willful malfeasance
or gross negligence, or involves fraudulent, dishonest, or unethical conduct with respect to
your work for the Company;
 iii)
    
    violate any law or regulation applicable to your work for the Company, or you violate in any
material respect any written policy or procedure of the Company; or
 iv)
    
    engage in conduct that results in adverse publicity or harm to the business or reputation of
the Company.
 Company
 Convenience
 Performance
 Covenants
 i)
    
    You agree that for a period of 24 months following the termination of your employment with
the Company you will not:
 (a)
    
    employ or engage as a contractor or consultant,(b)
    
    offer to employ or engage as a contractor or consultant, or(c)
    
    solicit for employment or engagement as a contractor or consultant,
 any person who was employed by the Company at any time within 12 months before such
employment, engagement, offer or solicitation.ii)
    
    You agree there is a significant risk of disclosure and use of the Companys secret or
confidential information and disruption to the Companys client relationships if former
Company employees work together at another property/casualty insurer, which would irreparably
harm the Companys interests in confidential information, client relationships and a stable
workforce. Therefore, you agree that for a period of 24 months after the termination of your
employment with the Company, you will not:
 (a)
    
    accept an offer of employment or an offer to work as a contractor or consultant
made, directly or indirectly, by or on behalf of a Former Employee (defined below) or
enter into any other business relationship with a Former Employee in the commercial
property/casualty insurance business or
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b)
    
    provide services as an employee, contractor, consultant or otherwise to any
business involved in commercial property/casualty insurance that would result in:
 1)
    
    your being supervised, directly or indirectly, by a Former Employee, or2)
    
    your working with a Former Employee with whom you had a direct or
indirect reporting relationship at the Company or with whom you worked in the same
line(s) of business or business segment(s) (or, if applicable, within the same staff
function or service department) at the Company.
 This covenant will only apply if you voluntarily terminate your employment with the Company
for any reason. .A Former Employee is any person employed by the Company during the 12 months preceding
your termination who occupied a position at a salary band greater than 220 or its
equivalent.iii)
    
    You agree that for a period of 24 months after the date of your termination of employment
from the Company you will not solicit, or direct others to solicit, Company customers. You
further agree that for a period of 24 months after the date of your termination of employment
with the Company you will not solicit agents or brokers, or direct others to solicit agents or
brokers, to move Company business away from the Company or to limit the amount of business the
agents or brokers do with the Company. This covenant is not intended to prohibit you from
working in the insurance industry or from working for another commercial insurance company.
You do, however, agree that you cannot interfere with the Companys relationships as described
for the period of time referenced above.iv)
    
    You agree that while you are employed by the Company, and at all times after your employment
with the Company ends, you will hold in a fiduciary capacity for the benefit of the Company
all trade secret, proprietary or confidential information, and non-public knowledge or data
relating to the Company or its customers. You agree that you will not use such information,
knowledge or data except to perform your work for the Company and, further, that you will not
disclose, divulge or in any way communicate such information, knowledge or data to anyone who
is not authorized by the Company to receive it.v)
    
    You agree that during the 24 month period following the termination of your Company
employment, you will cooperate fully with and assist the Company, at the Companys expense, in
any pending or threatened claims or other legal matters by or against the Company relating to
matters in which you were involved during your employment with the Company and, unless
precluded by law, to inform the Company promptly if you are requested to assist or to
participate in any legal matter against the Company.
 Enforcement -
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Entire Agreement 
   Application of Code §409A 
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